The Founders Shares Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in Indonesia. It is particularly important in the context of Indonesian corporate law, which requires specific formalities for PT (Perseroan Terbatas) entities. This agreement sets out the fundamental rights and obligations of founding shareholders, including share ownership, vesting schedules, transfer restrictions, and governance mechanisms. It must comply with Indonesian Company Law No. 40/2007 and related regulations, while also addressing practical business needs such as intellectual property rights, confidentiality, and dispute resolution. The document is typically executed at company formation or during early-stage operations, often in conjunction with other corporate documentation required by Indonesian authorities.
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1. Parties: Identification of all founding members and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Ownership: Details of initial shareholding structure and capital contributions
5. Vesting Provisions: Terms of share vesting schedule and conditions
6. Founders' Commitments: Full-time commitment requirements, non-compete, and exclusivity obligations
7. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
8. Management and Voting: Decision-making rights and voting thresholds for key decisions
9. Intellectual Property Rights: Assignment and protection of company IP
10. Confidentiality: Protection of company and founder confidential information
11. Termination: Circumstances for agreement termination and consequences
12. Dispute Resolution: Process for resolving disputes under Indonesian law
13. General Provisions: Miscellaneous legal provisions including governing law and notices
1. Tag-Along Rights: Include when founders want protection to sell shares alongside other founders
2. Drag-Along Rights: Include when majority shareholders want right to force minority holders to join in sale
3. Anti-Dilution Protection: Include when founders want protection against future dilution
4. Death and Incapacity: Include specific provisions for handling shares in case of founder death or incapacity
5. Foreign Ownership Provisions: Include when any founders are non-Indonesian nationals
6. IPO Provisions: Include when there's a potential for future public listing
7. Founder Employment Terms: Include when founders will also serve as executives
8. Special Voting Rights: Include when certain founders need special voting or veto rights
1. Schedule 1: Cap Table: Detailed breakdown of shareholding structure and ownership percentages
2. Schedule 2: Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Company IP: List of existing intellectual property being transferred to company
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A: Share Certificate Form: Template for share certificates compliant with Indonesian law
7. Appendix B: Board Resolutions: Template for required board resolutions
8. Appendix C: Power of Attorney: Standard form for share transfer exercises
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